Exhibit 10.7


 


CF Finance Acquisition Corp.


110 East 59th Street


New York, NY 10022


 


[_______], 2018


 


CF Finance Holdings LLC


110 East 59th Street


New York, NY 10022


 


	 	Re:	Forward Purchase Contract


 


Ladies and Gentlemen:


 


We are pleased to accept
the offer CF Finance Holdings, LLC (the “Subscriber” or “you”) has made to purchase an aggregate
of (i) 3,000,000 units (the “Units”) of CF Finance Acquisition Corp., a Delaware corporation (the “Company”),
each Unit comprising one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”
or “Share”), and one warrant exercisable to purchase one Share (“Warrant”) and (ii) 750,000
Shares (the “Forward Purchase Shares”), for an aggregate purchase price of $30,000,000. The Units, the securities
underlying the Units and the Forward Purchase Shares, collectively, are hereinafter referred to as the “Securities”.
Each Warrant is exercisable to purchase one Share at an exercise price of $11.50 per Share during the period commencing on the
later of (i) twelve (12) months from the date of the closing of the Company’s initial public offering of units, each comprising
one share of Class A Common Stock and one Warrant (the “IPO”), such IPO expected as of the date hereof to generate
gross proceeds to the Company in the amount of $250,000,000 (exclusive of the over-allotment option to be granted to the underwriters)
and (ii) thirty (30) days following the consummation of the Company’s initial business combination (the “Business
Combination”) and expiring on the fifth anniversary of the consummation of the Business Combination. This letter agreement
(this “Agreement”) sets forth the terms on which the Company is willing to sell the Securities to the Subscriber,
and the Company and the Subscriber’s agreements regarding such Securities, are as follows:


 


1. Purchase of
the Securities. For the sum of $30,000,000 (the “Purchase Price”), at the Closing (as defined herein), the
Company agrees to sell the Securities to the Subscriber, and the Subscriber hereby agrees to purchase the Securities from the Company,
subject to the terms and subject to the conditions set forth in this Agreement.


 


2. Representations,
Warranties and Agreements.


  


2.1 Subscriber’s
Representations, Warranties and Agreements. To induce the Company to issue the Securities to the Subscriber, the Subscriber
hereby represents and warrants to the Company and agrees with the Company as follows:


 


2.1.1 No Government
Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation
or endorsement of the offering of the Securities.


  


2.1.2 No Conflicts.
The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber,
(ii) any agreement, indenture or instrument to which the Subscriber is a party, (iii) any law, statute, rule or regulation to which
the Subscriber is subject, or (iv) any agreement, order, judgment or decree to which the Subscriber is subject.


 


2.1.3 Organization and Authority. The Subscriber is
a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite
power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by the
Subscriber and the Company, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable against Subscriber
in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance
or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in equity).


 




    	 		 



     


    

 


2.1.4 Experience,
Financial Capability and Suitability. Subscriber is: (i) sophisticated in financial matters, is able to evaluate the risks
and benefits of the investment in the Securities and has the capacity to protect its own interests and (ii) able to bear the economic
risk of its investment in the Securities for an indefinite period of time because the Securities have not been registered under
the Securities Act (as defined below) and therefore cannot be sold unless pursuant to an effective registration statement under
the Securities Act (including pursuant to the Registration Rights Agreement (as defined below)) or an exemption from such registration
is available with respect to such sale. Subscriber is able to afford a complete loss of Subscriber’s investment in the Securities.


 


2.1.5 Access to
Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity to
ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the
finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the
accuracy of all information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s
own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigation and
the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information
or to make any representations which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations
or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.


 


2.1.6 Regulation
D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of
Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges the sale
contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the
meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal or state law.


 


2.1.7 Investment
Purposes. The Subscriber is purchasing the Securities solely for investment purposes, for the Subscriber’s own account
and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof.
The Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general advertising within
the meaning of Rule 502 under the Securities Act.


 


2.1.8 Restrictions
on Transfer; Shell Company. Subscriber understands the Securities are being offered in a transaction not involving a public
offering within the meaning of the Securities Act. Subscriber understands the Securities will be “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act and Subscriber understands that any certificates representing the
Securities will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge
or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only pursuant to:
(i) registration under the Securities Act, or (ii) an available exemption from registration. Subscriber agrees that if any transfer
of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may
be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the
Subscriber agrees not to resell the Securities. Subscriber further acknowledges that because the Company is a shell company, Rule
144 may not be available to the Subscriber for the resale of the Securities until one (1) year following consummation of the Business
Combination, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer
restrictions.


 


2.1.9 No Governmental
Consents. No governmental, administrative or other third party consents or approvals are required or necessary on the part
of Subscriber in connection with the transactions contemplated by this Agreement.


 


2.2 Company’s
Representations, Warranties and Agreements. To induce the Subscriber to purchase the Securities, the Company hereby represents
and warrants to the Subscriber and agrees with the Subscriber as follows:


 




    	 		 



     


    

 


2.2.1 Organization
and Corporate Power. The Company is a Delaware corporation and is qualified to do business in every jurisdiction in which the
failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results
or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions
contemplated by this Agreement.


 


2.2.2 No Conflicts.
The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the Certificate of Incorporation or Bylaws of the Company,
(ii) any agreement, indenture or instrument to which the Company is a party or (iii) any law, statute, rule or regulation to which
the Company is subject, or (iv) any agreement, order, judgment or decree to which the Company is subject.


 


2.2.3 Title to
Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Securities will be duly and validly
issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof the Subscriber
will have or receive good title to the Securities, free and clear of all liens, claims and encumbrances of any kind, other than
(a) transfer restrictions described herein and under federal and state securities laws, and (b) liens, claims or encumbrances imposed
due to the actions of the Subscriber. The Company will reserve sufficient Shares to permit issuance of all of the Securities, including
full exercise of the Warrants.


 


2.2.4 No Adverse
Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which:
(i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or
(ii) question the validity or legality of any such transactions or seeks to recover damages or to obtain other relief in connection
with any such transactions.


 


2.2.5 Authorization.
All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution
and delivery of this Agreement, the Securities, the performance of all obligations of the Company required pursuant hereto, and
the authorization, issuance (or reservation for issuance) of the Securities, has been taken. Upon execution and delivery by the
Company and each of the other parties of this Agreement, this Agreement constitutes a valid and legally binding obligation of the
Company, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles
of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When issued, the Units and Warrants
will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms.


 


2.2.6 Capitalization.
The authorized capital stock of the Company on the date hereof, consists of 100,000,000 shares of Class A Common Stock, no shares
of which are issued and outstanding, 10,000,000 shares of Class B common stock, par value $0.0001 per share (“Class B
Common Stock” and, collectively with the Class A Common Stock, the “Common Stock”), 7,187,500 shares
of which are issued and outstanding (including up to 937,500 shares subject to forfeiture in the event that the underwriters’
over-allotment option is not exercised in full), and 1,000,000 shares of preferred stock, no shares of which are issued and outstanding.
All issued and outstanding shares of the Class B Common Stock (a) have been duly authorized and validly issued, and (b) are fully
paid and non-assessable. The rights, preferences, privileges and restrictions of the Common Stock are as stated in the Certificate
of Incorporation currently on file with the Delaware Secretary of State. There are no outstanding rights, options, warrants, preemptive
rights, rights of first refusal or similar rights for the purchase or acquisition from the Company of any securities of the Company.


 


2.2.7 No Governmental
Consents. No governmental, administrative or other third party consents or approvals are required or necessary on the part
of the Company in connection with the transactions contemplated by this Agreement, other than the filing of a Form D with
the Securities and Exchange Commission and such state Blue Sky, FINRA and Nasdaq consents and approvals as may be required.


 




    	 		 



     


    




3. Settlement Date
and Delivery.


 


3.1 Closing.
The settlement of the forward purchase contract for the purchase and sale of the Securities hereunder (the “Closing”)
shall be held at the same date and time as the closing of the Business Combination (the date of the Closing being referred to as
the “Closing Date”). At the Closing, the Company will issue to the Subscriber the Units and the Forward Purchase
Shares, each registered in the name of the Subscriber, against delivery of the Purchase Price in cash via wire transfer to an account
specified in writing by the Company no later than five (5) business days prior to the Closing.


 


3.2 Conditions to
Closing of the Company.


 


The Company’s obligations
to sell and issue the Securities at the Closing are subject to the fulfillment on or prior to the Closing, as applicable, of each
of the following conditions:


 


3.2.1 Representations.
The representations and warranties made by the Subscriber in Section 2 hereof shall be true and correct in all material respects
when made and shall be true and correct in all material respects on and as of the Closing Date (unless they specifically speak
as of another date in which case they shall be true and correct in all material respects as of such date) with the same force and
effect as if they had been made on and as of said date.


 


3.2.2 Blue Sky.
The Company shall have obtained all necessary Blue Sky law permits and qualifications, or secured an exemption therefrom, required
by any state for the offer and sale of the Securities.


 


3.3 Conditions to
Closing of the Subscriber.


 


The Subscriber’s
obligation to purchase the Securities at the Closing is subject to the fulfillment on or prior to the Closing Date, as applicable,
of each of the following conditions:


 


3.3.1 Representations
and Warranties Correct. The representations and warranties made by the Company in Section 2 of this Agreement shall be true
and correct in all material respects when made and shall be true and correct in all material respects on and as of the Closing
Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as
of such date) with the same force and effect as if they had been made on and as of said date.


 


3.3.2 Covenants.
All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing
Date shall have been performed or complied with in all material respects.


 


3.3.3 Blue Sky.
The Company shall have obtained all necessary Blue Sky law permits and qualifications, or secured an exemption therefrom, required
by any state for the offer and sale of the Securities.


 


3.3.5 Registration
Rights Agreement. The Company and Subscriber shall have entered into a registration rights agreement (the “Registration
Rights Agreement”), as referenced in Section 5.5, in a form customary for transactions of the type contemplated hereby
and reasonably acceptable to each of the parties.


 


3.3.6 IPO Closing.
The Company shall have consummated an IPO raising at least $250,000,000 in gross proceeds.


 


3.3.7 Business
Combination. The Company shall have entered into an agreement with respect to the Business Combination and all conditions to
the closing of the Business Combination as set forth in such agreement, including the approval of the Company’s stockholders,
if applicable, shall have been satisfied or met.


 




    	 		 



     


    

 


4. Terms of the
Units and Warrants.


 


4.1 The Warrants will be
substantially identical to the warrants to be included in the units offered in the IPO as set forth in the Warrant Agreement to
be entered into with Continental Stock Transfer and Trust Company at or prior to the IPO (the “Warrant Agreement”),
except that the Warrants: (i) will be non-redeemable so long as they are held by the Subscriber (or any of its permitted transferees),
and (ii) are exercisable on a “cashless” basis if held by Subscriber or its permitted transferees.


 


4.2 The Units and their component
parts will be substantially identical to the units to be offered in the IPO except (i) as described in Sections 4.1 and 4.3 and
(ii) the Units and component parts are being offered and sold pursuant to an exemption from the registration requirements of the
Securities Act and will become freely tradable only after they are registered in accordance with the Registration Rights Agreement
to be signed on or before the date of the Company’s registration statement to be filed in connection with the IPO, as amended
at the time it becomes effective (the “Registration Statement”).


 


4.3 The Forward Purchase
Shares will be substantially identical to the shares of Class A Common Stock to be offered in the IPO except that the Forward Purchase
Shares (i) are being offered and sold pursuant to an exemption from the registration requirements of the Securities Act and will
become freely tradable only after they are registered in accordance with the Registration Rights Agreement and (ii) will be subject
to the lock up described in Section 5.2.


 


5. Restrictions
on Transfer.


 


5.1 Securities Law
Restrictions. Subscriber hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of
the Securities unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable
state securities laws with respect to the Securities proposed to be transferred shall then be effective or (b) the Company has
received an opinion of counsel for the Company that such registration is not required because such transaction is exempt from registration
under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and under all applicable
state securities laws.


 


5.2 Lock up.
Subscriber hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Forward Purchase
Shares until the earlier to occur of (the “Lock up”): (a) one year after the completion of the Business Combination
or (b) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, stock
exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their
shares of Class A Common Stock for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale
price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the
Business Combination, the Forward Purchase Shares will be released from the Lock up.


 


5.3 Restrictive Legends.
All certificates representing the Securities shall have endorsed thereon legends substantially as follows:


 


“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL
FOR THE COMPANY, IS AVAILABLE.”


 


All certificates representing the Forward Purchase Shares shall
have endorsed thereon legends substantially as follows:


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE
TERM OF THE LOCKUP EXCEPT PURSUANT TO ITS TERMS.”


 




    	 		 



     


    

 


5.4 Additional Units
or Substituted Securities. In the event of the declaration of a share dividend, the declaration of an extraordinary dividend
payable in a form other than Common Stock, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or
a similar transaction affecting the Company’s outstanding Common Stock without receipt of consideration (other than those
occurring at the time of the IPO in connection with a change in the size of the offering), any new, substituted or additional securities
or other property which are by reason of such transaction distributed with respect to any Securities subject to this Section 5.4
or into which such Securities thereby become convertible shall immediately be subject to this Section 5.4 and Section 3. Appropriate
adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of Securities subject
to this Section 5.4 and Section 3. The Securities shall not be subject to forfeiture upon failure of the underwriters to exercise
their over-allotment option in the IPO.


 


5.5. FINRA Lock-up. The Subscriber
acknowledges and agrees that the Securities will be deemed underwriting compensation by the Financial Industry Regulatory Authority
(“FINRA”) and, pursuant to FINRA Rule 5110(g)(1), may not be sold during the offering, or transferred, assigned, pledged
or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic
disposition of the securities for a period of 180 days immediately following the date of effectiveness or commencement of sales
in the IPO, except as provided in FINRA Rule 5110(g)(2). 


 


6. Other Agreements.


 


6.1 Further Assurances.
Each of the Company and Subscriber agrees to execute such further instruments and to take such further action as may reasonably
be requested by the other party to carry out the intent of this Agreement.


 


6.2 Notices.
All notices, statements or other documents which are required or contemplated by this Agreement shall be in writing and delivered
personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been
given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by
facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after
mailing if sent by mail.


 


6.3 Entire Agreement.
This Agreement, together with that certain Insider Letter to be entered into among the Subscriber, the Company and the other parties
thereto, substantially in the form to be filed as an exhibit to the Registration Statement, embodies the entire agreement and understanding
between the Subscriber and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements
and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any
kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and
provisions of this Agreement.


 


6.4 Modifications
and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by
all parties hereto.


 


6.5 Waivers and Consents.
The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document
executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or
shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each
such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not
constitute a continuing waiver or consent.


 


6.6 Assignment.
This Agreement, and the rights and obligations hereunder, may not be assigned, in whole or in party, by either party hereto without
the prior written consent of the other party, except that the Subscriber may assign this Agreement to any of its affiliates.


 


6.7 Benefit.
All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto
and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement
shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded
as a third-party beneficiary of this Agreement.


 




    	 		 



     


    

 


6.8 Governing Law
and Venue. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and
governed by the laws of New York applicable to contracts wholly performed within the borders of such state, without giving effect
to the conflict of law principles thereof. The parties hereto (i) agree that any action, proceeding, claim or dispute arising out
of, or relating in any way to, this Agreement shall be brought and enforced in the federal or state courts of New York City, in
the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and
(ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.


 


6.9 Severability.
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in
this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent
that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that
such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement
shall nevertheless remain in full force and effect.


 


6.10 No Waiver of
Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement,
and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party.
No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance
of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the
exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver
of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this
Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in
any circumstances without such notice or demand.


 


6.11 Survival of
Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any other
agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any
investigations made by or on behalf of the parties.


 


6.12 No Broker or
Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial consultant
has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create any
liability on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim or demand for
commission or other compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by
or on behalf of such party and to bear the cost of legal expenses incurred in defending against any such claim.


 


6.13 Headings and
Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and
shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


6.14 Counterparts.
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.


 




    	 		 



     


    

 


6.15 Construction.
The words “include,” “includes,” and “including” will be deemed to be
followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include
any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise
requires. The words “this Agreement,” “herein,” “hereof,” “hereby,”
“hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision
unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have
independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect,
the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the
relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party
hereto is in breach of the first representation, warranty, or covenant.


 


6.16 Mutual Drafting.
This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject to the mutual
consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


7. [Intentionally
Omitted].


 


8. Indemnification.
Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s fees and expenses)
incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.


 


9. Term. The
Subscriber’s obligation to acquire the Securities hereunder, and the Company’s obligation to sell the Securities hereunder,
shall be in effect until the earlier of (i) the consummation of the Business Combination within the time frame permitted by the
Company’s amended and restated certificate of incorporation (the “Charter”), which, as of the date hereof,
is expected to be 18 months from the consummation of the IPO, including any extensions beyond such term effected pursuant to the
terms of the Charter, and (ii) the liquidation of the Company in the event that the Company is unable to consummate the Business
Combination within the time frame permitted by the Charter (including any extensions).


 


10. Disclosure.
The Subscriber hereby acknowledges that (i) the terms of this Agreement will be disclosed in the Registration Statement, (ii) this
Agreement will be filed with the Securities and Exchange Commission as an exhibit to the Registration Statement and (iii) the Company
will disclose the terms of this Agreement to potential IPO investors and to potential Business Combination targets.


 


11. Waiver of Claims
Against Trust. The Subscriber hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust
Account”) for the benefit of its public stockholders upon the closing of the IPO. The Subscriber hereby agrees that it
has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, except for redemption and liquidation
rights the Subscriber may have in respect of any Shares issued as part of the units sold in the IPO (“Public Shares”)
held by the Subscriber, if any. The Subscriber hereby agrees that it shall have no right of set-off or any right, title, interest
or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any
Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights
the Subscriber may have in respect of any Public Shares held by the Subscriber, if any. In the event the Subscriber has any Claim
against the Company under this Agreement, the Subscriber shall pursue such Claim solely against the Company and its assets outside
the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights
the Subscriber may have in respect of any Public Shares held by the Subscriber, if any.


 


[Signature Page Follows]


 




    	 		 



     


    

 


If the foregoing accurately sets forth our understanding
and agreement, please sign the enclosed copy of this Agreement and return it to us.


 





	 	Very truly yours,
	 	 
	 	CF FINANCE ACQUISITION CORP.













 


	 	By:	 
	 	Name:	 
	 	Title:	 




 


	Accepted and agreed this [___] day of [_____], 2018.
	 
	CF FINANCE HOLDINGS LLC


 


	By:	 	 
	Name:	 	 
	Title: